The key shareholders of Singapore Paincare Holdingshave set out to acquire all the shares in the company by way of a scheme of arrangement at 16 cents each.
This acquisition, according to a bourse filing on May 28, will be done through a special purpose vehicle called Advance Bridge Healthcare, which was incorporated for the acquisition and the scheme.
Advance Bridge Healthcare is 70% owned by executive chairman and CEO of Singapore Paincare Holdings Dr Lee Mun Kam Bernard and 30% owned by executive director and COO Dr Loh Foo Keong Jeffrey.
Dr Lee has a direct interest of 48.7 million shares, or 28.48% of the company while Dr Foo has 27.85 million shares or 16.29%.
Singapore Paincare Holdings was incorporated on Dec 31, 2018 and listed on the Catalist board of the SGX on July 30, 2020 at 22 cents per share.
It is involved in the business of providing medical services with a focus on treating and managing chronic and acute pain.
The rationale for the acquisition is for scheme shareholders to realise their investment in the scheme shares at a premium over historical traded prices of the shares without incurring brokerage costs.
Singapore Paincare Holdings has not carried out any exercise to raise equity capital on the SGX, save for a share placement to Sian Chay Medical Institution at 22 cents.
Sian Chay Medical, which holds around 10% of the company, has committed to accept the offer.
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The offeror, Advance Bridge Healthcare is of the view that the company is unlikely to require access to Singapore equity capital markets to finance its operations in the foreseeable future as the company may tap on other funding sources such as bank borrowings.
In addition, the company incurs compliance and associated listing costs.
The offeror says that there is no intention to introduce any major changes to the business of the company, redeploy fixed assets of the company or discontinue the employment of the employees of the Singapore Paincare Group.
United Overseas Bank (UOB) is the financial advisor to the offeror in respect to the acquisition and the scheme.
Asian Corporate Advisors has been appointed as the independent financial advisor to advise the directors of the company who are considered independent for the purposes of the scheme as to whether the terms are fair and reasonable.
The company’s latest results saw a 53.3% y-o-y decrease in earnings for the 1HFY2025 ended Dec 31, 2024 of $453,000, a significant decline from the $969,000 reported in the same period a year before.
Earnings per share stood at 0.26 cents for the reporting period.
The group’s revenue grew 2.8% y-o-y for the 1HFY2025 to $13.73 million due to increase in revenue from specialist clinics & TCM which has more than offset the decrease in revenue from general practitioners (GP) clinics.
Shares in Singapore Paincare Holdings closed flat at 14.1 cents on May 28
